Ho Thuy Ngoc Tram

A sampling of recent matters that Tram has advised on include:

Banking & Finance

• Acting as local lenders’ counsel in the US$2.75 billion financing of Nghi Son 2 1200MW coal-fired power generation project. The deal, which involved two ECAs (JBIC and KEXIM) and was undertaken to an international limited recourse finance standard, was awarded the South East Asia Project Finance Deal of the Year at the Asian Legal Business Awards in Singapore. We assisted the lenders through every step of the project, from due diligence to negotiation of the PPA, BOT Contract, GGU, LLA, and other key project documents, to financial close.
• Acting on the buy-side in a 100% share acquisition between two leading companies in the non-ferrous metal (copper, aluminum, plastic) and electric wire and cable business in Vietnam by one of the biggest Thai investors. This transaction was recognised as one of the top 4 Best Investment and M&A Deals of the Year 2019-2020. 
• Acting for a leading US-based global fund in relation to the acquisition (through public offer of shares from the major shareholders) of shares from major shareholders of a leading joint stock commercial bank in Vietnam, following the successful listing of the bank. The total capital volume registered by foreign investors in acquiring the shares reached a record $1.2 billion.
• Acting for the lenders and the hedging bank on the US$600 million financing to a major Vietnamese petrochemical company. This was one of the largest project financing undertaken to an international standard in Vietnam, which reached a financial close in Q4 2021. 

Corporate & Commercial

• Acting for one of Australia’s largest multi-national banks on the structuring, establishment, and roll-out of a digital solutions development subsidiary in Vietnam, including the provision of ongoing Vietnam law and strategic advice in relation to its development, licensing, data privacy, and deployment of digital banking and fintech products and solutions.
• Acting for a global auto manufacturer based in Germany relating to its divesting all of its assets in Vietnam relating to truck manufacturing and distribution to another leading Vietnam-based manufacturer and distributor.
• Acting for a global leading FMCG company in a new investment of a packaging facility in Binh Duong with a total investment capital of up to US$110 million.
• Acting for a global beverage company based in Japan to deal with corporate and commercial matters in Vietnam when acquiring (on an offshore basis) the Vietnamese business from a global beverage company.
• Acting for an international airline prior to the launch of its inaugural flight to Ho Chi Minh City, and after the launch, providing ongoing legal advice and assistance in relation to the day-to-day operations of the airline in Vietnam.

Technology, Media and Telecommunications

• Acting for a leading regional data centre investor and operator on its entry into Vietnam through the acquisition of two data centre companies, including transaction structuring, real estate and tax aspects, and ongoing governance support after completion.
• Advising a global technology group on its potential expansion into Vietnam, including the establishment of a local entity or branch to provide telecommunications services and to own or operate network infrastructure, and the local personnel requirements.
• Advising a London-listed global fintech company on its entry into the Vietnamese market, including the regulatory strategy for a suite of cross-border and domestic digital financial services such as e-money wallets, remittances, stored-value cards and foreign exchange.
• Acting for a global fintech leader on the launch and expansion of its digital financial services in Vietnam through a locally licensed payment services provider, including the structuring of wallet, collection, pay-out, foreign exchange and card products for platform-based merchants.
• Advising a UK fintech group and its Vietnamese subsidiary on a strategic collaboration with a Vietnamese commercial bank to operate a digital banking platform, including issues arising from interest from a potential investor.

Projects & Infrastructure

• Acting for a leading Southeast Asian power group on its proposed acquisition of a minority equity stake in a large-scale build-operate-transfer thermal power project in Vietnam, through a competitive bidding process for the sale of secondary shares.
• Advising the lenders, including a development finance institution, on the financing and refinancing of a utility-scale solar power project in Vietnam, one of the largest solar installations in the region.
• Acting for the lenders on the project financing of a large coal-fired power project in Vietnam, one of the largest limited recourse project financings undertaken in the country, and continuing to advise on the financing through the operational phase.
• Advising the investment manager of a listed renewables fund on the divestment of its Vietnamese renewable energy assets as part of the fund’s wind-down.
• Advising a regional power group and its Vietnamese project company on the refinancing of the debt of a hydropower project following the acquisition of the project by its new owners.

A comprehensive list of Tram’s experience can be provided upon request.